Resources create opportunities Annual report Contents Нistory 2 Metalloinvest’s strengths 4 Chairman’s Statement Farhad Moshiri 6 Message from the Chief Executive Officer Eduard Potapov 8 1 Key Events of 2012 10 2 Overview of the Iron Ore and Metallics Markets 16 2.1 Iron Ore Market 18 2.2 Pellet Market 24 2.3 HBI/DRI Market 28 3 Business Model 30 3.1 Business Model 32 3.2 LGOK 36 3.3 MGOK 40 3.4 Shipment of Iron Ore Products and HBI 44 3.5 OEMK 48 3.6 Ural Steel 52 4 Strategy 56 4.1 Strategy 58 4.2 Investment Programme 66 5 Corporate Governance, Capital Markets and Information Disclosure 72 5.1 Corporate Governance System 74 5.2 Capital Markets 78 5.3 Changes to the Corporate Governance and Information 80 Disclosure System 6 People and the Environment 85 6.1 Personnel 86 6.2 Occupational Health and Safety and Environmental Protection 92 6.3 Social Responsibility 95 6.4 Social Programmes for the Benefit of Local Communities 98 7 Results of 2012 101 7.1 Macroeconomic Factors Affecting Metalloinvest Results 102 7.2 Operational Results 103 7.3 Financial Results 112 7.4 Risk Management System 125 Resources create opportunities 1 Нistory 2011 2008 Metalloinvest raised a USD 3.1 billion syndicated loan (PXF), the largest in Russia in the Gazmetall was renamed Metalloinvest Holding Company post-financial crisis period. and reorganised into an open joint-stock company. Moody’s assigned Metalloinvest a long-term rating of Ba3 with a Positive outlook. Plate Mill and electric arc furnaces were reconstructed at Ural Steel. Fitch assigned Metalloinvest a long-term rating of BB- with a Stable outlook. Metalloinvest successfully placed a debut issue of Eurobonds, raising USD 750 million at 5 year maturity and a coupon of 6.50% per annum. 2007 The Metalloinvest Memorandum on the Corporate Social Responsibility was signed. Construction of HBI-2 Plant was completed at LGOK. Flotation technology was introduced at MGOK. 2010 Metalloinvest was the first Russian metals and mining company to undergo registration 2006 according to REACH standards. Metalloinvest (MGOK and Ural Steel) and Gazmetall (LGOK and OEMK) IMC confirmed an increase in Metalloinvest’s proven and probable iron ore reserves were merged. from 13.8 billion tonnes to 14.9 billion tonnes according to JORC international classification. Rolling Mill 350 finishing plant was put into operation at OEMK. 2009 Metalloinvest and the Russian Federal Agency for Subsoil Usage (Rosnedra) signed a licence agreement for the development of the Udokan copper deposit. A government commission approved the decision to provide state support to LGOK, MGOK, OEMK and Ural Steel. The plants were among the first to return the right to utilise state support. 2 Metalloinvest ANNUAL REPORT 2012 history Resources create opportunities 3 Metalloinvest’s strengths STRATEGY CORPORATE GOVERNANCE One of the world’s largest iron ore reserve bases A high level of transparency for a private company The absence of Less Premium (14.6 billion tonnes and a reserve life of approximately (greater detail and frequency of information 150 years at the current production level) disclosure) competition volatility high value-added products: in corporate credit ratings from global mining in HBI price price of pellets Strategic focus on iron ore Positive dynamics pellets and HBI companies on the compared with compared to domestic market iron ore price iron ore prices Relatively low level of competition in the HBI segment (high-quality iron ore and large volumes of natural gas are required) RESULTS A global leader in terms of production costs for #3 in the world in pellet production pellets and HBI (in the first quartile) according to CRU #5 in the world in iron ore production BUSINESS MODEL Advantages of using high-quality pellets — a reduction in use of coke, increased #1 supplier of HBI to the global market “Zero transport costs” for iron ore supplies from LGOK Unique crude steel production technology at productivity, and there is no need for sintering (40% in 2012) to OEMK using the 26-km slurry pipeline OEMK which does not use sinter or coke (a fail in expenses on additional processing and a reduction in emissions) The largest supplier of pellets and iron ore to the Strategic location of assets in the European part High quality of iron ore concentrate and pellets Russian market of Russia The global steelmaking trend of mini-mills High quality of steel products (automotive industry, development has led to increased demand The sole producer of HBI in Russia and the CIS Diversified logistics: Europe — rail and sea; China — bearings production, bridge construction) for HBI rail and sea A conservative financial and investment policy Energy efficient and eco-friendly HBI production A diversified customer base that allows for prompt technologies (reducing energy needs by 35% and Negligible short-term debt due to a conservative financial shipments depending on market conditions emissions by 50%–60% compared with hot metal and investment policy production) Extensive geography of supplies, including intragroup Greater financial flexibility and diversified sources deliveries to Ural Steel and long-term contracts Own steelmaking facilities ensure stability of financing, including Eurobonds and in Russia (NLMK, MMK, Severstal) and the markets in times of crisis RUB-denominated bonds of Europe (ArcelorMittal, TataCorus, US Steel) and Asia (Baosteel) 100% capacity utilisation in HBI production during the crisis in 2009 The availability of a tariff discount factor for supplies of products to China by rail transport through OEMK is the only plant in Russia that worked Zabaykalsk at full capacity during the crisis in 2009 The conclusion of long-term contracts with key customers (NLMK, MMK, Severstal) 4 Metalloinvest ANNUAL REPORT 2012 COmpany AdvantagEs Resources create opportunities 5 2012 was a challenging year principally due to the volatility Chairman’s Statement in the global economy, and in particular a number of European countries. Against this backdrop, we successfully managed Farhad Moshiri the business, including maintaining our leading positions in the global iron ore and HBI markets, and continuing to implement our investment programme. The slowdown in the global economy, along with a decrease in iron ore and steel prices, has naturally affected our results, which, nevertheless, were positive overall. Our EBITDA was USD 2.6 billion, matching the level achieved in 2010 albeit with much weaker iron ore prices now, and the EBITDA margin was 31.2 %. Net income increased significantly to USD 1.7 billion, up 20.4 % year-on-year. Our stable financial position and comfortable debt level have allowed us to proceed with our large-scale investment projects aimed at strengthening our position in the metals and mining industry. During 2012, we took the decision to dispose of Metalloinvesttrans, our transportation operator. This transaction enabled us to secure additional liquidity whilst maintaining strict guarantees of our cargo transportation requirements. The deal made a positive contribution to our 2012 financial results. In December 2012, we marked an important event in Metalloinvest’s life. The Company purchased 24 % of its shares, and Metalloinvest’s major shareholders consolidated their assets under one holding company, USM Holdings, which as a result obtained full control over Metalloinvest. After the end of the reporting period, we adopted a number of measures to further strengthen our corporate governance structure. We reduced the size of our Board of Directors from twelve to seven members, while increasing the share of independent and non-executive directors. I am delighted to report that Irina Lupicheva, a representative of USM Advisors, became the first woman to be elected to the Board. Furthermore, a non-executive director was elected as Chairman of the Finance, Budgeting and Strategy Committee, and the Audit Committee was established, headed by an independent director. Within the framework of the Company’s Social and Economic Partnership Programme, we continued to implement corporate social responsibility projects in the regions where we operate. Looking forward, we are confident that with its efficient business model, experienced management team and clear strategy, Metalloinvest has all the elements in place for long-term sustainable growth. I would like to thank Metalloinvest’s Board members, our management team and all our employees for their tireless work in ensuring the Company’s continued success. Farhad Moshiri 6 Metalloinvest ANNUAL REPORT 2012 Resources create opportunities 7 2012 proved to be an extremely unstable year for the metals and mining industry due to the increased volatility of iron ore and steel prices. Despite a significant decline in average iron ore price to USD 130 per tonne compared Message from the Chief Executive Officer with USD 170 per tonne in 2011, Metalloinvest achieved solid operational and Eduard Potapov financial results. We increased production of HBI / DRI to 5.2 million RUB-denominated bonds maturing in 2022 with an early tonnes (+0.4 % y-o-y1) and reached a record high level of redemption option in 2015. This allowed us to significantly pellet production — 22.6 million tonnes (+1.0 %), which improve our debt portfolio structure. is one of the key products with high added value. Pellet shipments to external customers grew by 3.3 % reaching For the first time, Metalloinvest arranged site visits at 14.1 million tonnes. Lebedinsky GOK and OEMK for investors and analysts. Last year, the Company increased product shipments It is extremely important for us, as a company to the domestic market due to long-term contracts signed that adheres to responsible way of doing business, in 2011-2012. In December 2012, the Company signed to participate in creating conditions for the sustainable a new agreement with MMK for increasing supply of iron development of the regions where we operate, making ore and pellets to MMK.